Above The Rest
by MadnessJones
Summary: TF Prime: The Vehicons were created to serve Megatron and help him win the war. One Vehicon, however, believes the only way to truly aid Megatron is to defy him and no longer be a mere drone. No Pairings.
1. Chapter 1

_Author's Notes: Admittedly, this is a short fic. It's just a plot bunny I've had for a while about why Shockwave looks so much like a Vehicon. I also wondered why perfectly logical Shockwave would serve a leader as cuckoo-bananas as Megatron and still think it's a good life choice. Keep in mind that this is NOT from the same continuity as "My Spark Still Shines" because then this story would make no sense. I hope you enjoy this fic, and please review and favorite if you feel like it :)_

* * *

 **Above The Rest**

Megatron had gained quite a following over the vorns. Cybertron was starting to pay attention to his words, and the council was becoming more enraged by him. When he attempted to become a Prime, however, that was when everyone was sure he'd gone too far. Even Orion Pax was surprised by how petty Megatron was being over this debacle, but soon all of Cybertron would be horrified by what Megatron had planned next. Soon it would be war, and it was all made possible by stealing a large supply of protoforms.

These protoforms were made into mechs, and every mech looked exactly the same. Purple frames, a single visor, one arm and one gun, and a driving desire to obey Megatron's every command. The Decepticons had kidnapped the world-renowned scientist Perceptor to make the blueprints for this new army, and once it was completed their first task was to kill Perceptor! With their only witness terminated, the Vehicons were poised to take over Kaon and eventually overthrow the council.

This story, however, isn't about Megatron's quest for power. This story is about the desire of one lone Vehicon to turn that quest into a reality by any means necessary...

* * *

As the war progressed many of the Vehicons perished under blaster fire or by the blades of the Autobot forces. The Vehicons were still winning the war for their master, but it was causing a lot of casualties. Not that it mattered to most of the other Decepticons, since to them the Vehicons were nothing more than drones.

One Vehicon was starting to ponder their situation, however. It seemed such a waste of resources to simply send Vehicons en masse against Autobots. It didn't matter whether the Autobots were strong or weak, and the Vehicons were never told ahead of time what kind of foe they would be fighting. They were just expected to go out there and fight. This made casualties more likely, and it seemed a grave oversight on the part of the Vehicons' superiors.

Another problem was the chosen alt modes of the Vehicons. Some were cars, and others were lightweight jets. There was no heavy firepower. Of course Lord Megatron wouldn't want soldiers that were stronger than him, but the Insecticons were quite powerful and yet were considered useful. Of course, the Insecticons were naturally occurring; not grown in a lab like Vehicons. Because of this Vehicons were considered more expendable than Insecticons, even though the Vehicons were more intelligent.

The drone felt he could improve Lord Megatron's forces if only he were allowed to do more than run and shoot. The Vehicons existed because of a brilliant scientific mind that more or less brought them to life. It was geniuses like Perceptor and Hook that won wars; not mere brute strength. Then again, without brute force there would be no enforcement of the new order.

It almost felt like two halves of a whole now that the drone truly considered it. A brilliant mind without strength could not win a war, and a brute with no processor could not know what he was fighting for. One cannot completely function without the other. Brains and brawn had to work together. That was what the drone loved about Lord Megatron. He was a vicious warrior, but he was also a cunning mech with a plan for the future. Megatron was the most logical choice to lead Cybertron into a new era. If only there was a way for the drone to do more to help him.

* * *

As time progressed, the drone began to plan. In his spare time he would forego his training in favor of reading data pads. He studied cybernetics, medical doctrine, politics, physics, and many other subjects that only heightened his appreciation for the intellectual realm.

While the other Vehicons chatted and relaxed in their spare time, this drone made deals with other mechs for spare parts, read up on medicine and science, and kept his glossa shut. He would not have another drone blow his cover. He had the perfect plan to serve Lord Megatron in a fuller capacity, and he would not be denied his chance just because he was born a drone.

He learned about how Cybertronians were built and upgraded. There were no data pads discussing the inner workings of drones, so he would have to hope that Cybertronians worked the same way as he began to put his studies to use and upgrade himself.

At first the upgrades were barely noticeable. His gun arm got slightly bigger and he ran a large cable along his spinal strut and onto the energy storage system in his gun; using his own fuel reserves to enhance the firing power of his weapon. Then his armor got a little bulkier. It wasn't a big deal at first, but then the drone overheard other Vehicons commenting on it. He also heard one of the officers ask if he was a new model. This was not good. His upgrades were being noticed. He was stepping out of bounds. He had to make a run for it!

The drone escaped in the night and left for the Sea of Rust. No one suspected anything. The drones were programmed to serve Megatron. There was no reason for one to leave. Normally this drone wouldn't leave either, but for long term success he had to take a short term risk. It was no longer prudent to stay where he was.

Once he found himself alone in the Sea of Rust, the drone began to use what parts he had left to upgrade himself in earnest. He added more armor to his chest in front of his spark chamber. He enhanced his visor into a functioning optic for dealing with microscopic experiments and samples. He scanned a more heavily armored vehicle, a tank, so that he would be better protected in battle. He also continued to study.

Soon the drone realized that he was very slow moving. He could no longer run, and frankly even his driving wasn't all that fast at top speed. It was a necessary sacrifice. He had to be better shielded to survive. He could not have both speed and shielding. It was only logical to choose shielding since speed can fail if one loses their balance. With shielding, tripping on a rock wouldn't diminish its effectiveness.

It had been almost a stellar year, but the drone was ready to return to Lord Megatron. He was intelligent enough to devise new weapons and tools for his master, and he was strong enough to defend himself against the Autobots by himself. He was finally upgraded to be what he had always wanted to be; a Cybertronian.

"Hm, there is still something missing," The drone said to himself as he stood amid the swirling rust particles, "Ah yes, a backstory. I need a designation and a backstory."

He thought about these things as he began to walk. He had to start walking now because it would take him days to get to Kaon. Normally it would only take a few hours, but the drone was very slow due to his aforementioned excessive armor.

As he approached the border between the Sea of Rust and Nuon he felt the ground shake! There was no cover, but it didn't seem necessary. He was so balanced that he didn't even fall! Still, he could hear his audials ringing and it sent a shockwave through his struts.

"Hm...Shockwave…" The drone tried the designation out see how it fit, "My presence will send a Shockwave through the system of the chain of command. It is a fitting name. I am no longer a mere Vehicon, but I am not supposed to be a member of Lord Megatron's inner circle. I am a shockwave. I am Shockwave. Yes, a most logical name indeed."

Shockwave nodded to himself, satisfied with the name, and continued his slow and arduous journey to Kaon.

* * *

"Is this some sort of _joke_?" Starscream, standing to Megatron's right, scoffed at the new arrival, "What are you even supposed to be? You don't even have a face!"

"My face was removed by the council for speaking against their policies on the working poor," Shockwave lied, "I was once a powerful mech in my home territory, but my ideas were considered too radical by the council. I am sure you can understand why I believe the Decepticons are a far more logical choice to rule than the outmoded Autobot council."

"Indeed," Megatron said thoughtfully as he stroked his chin.

Shockwave normally did not withhold information from superiors, let alone lie to them, but it was necessary to get back into the Decepticon ranks without drawing suspicion to himself. He only wished he could fully read what they were thinking about him. Being a drone, his emotional range was very limited. He knew he was incomplete compared to the other Decepticons in the room, but he also knew his intellect could serve Lord Megatron just as well as his weapons. He just needed a chance.

"So you wish to join the Decepticons because you believe we're...logical?" Megatron asked for clarification; still suspicious of the new mech, "And how do we know you are not an Autobot spy?"

"You don't," Shockwave replied impassively, "At least, not yet. I do believe, however, that my latest project will aid you not only in your conquest of Cybertron, but also in your ability to trust me."

" _Really_?" Starscream scoffed derisively, "And exactly what kind of project is that?"

"It is the second generation of Vehicon," Shockwave replied without missing a beat, "The design is sleeker, the response time is quicker, and the simple silver color scheme will camouflage them better in battle. I call them: Eradicons."

Shockwave then handed Megatron the picture of his new design. Megatron liked that they carried more firepower. Starscream liked that they kind of looked like him. They both were pleased with the idea, and told Shockwave he would be given resources to work on the project. They also told him he would have no access to any sensitive information until further notice. That was fine with Shockwave. He didn't care about that. He was doing what he set out to do: making sure the most logical choice for ruler took control of Cybertron.


	2. Chapter 2

_Author's Notes: This really was supposed to just be a oneshot, honest! Frankly with all my other projects I never expected to come back to this fic, but then suddenly I got an idea for a second chapter and I just had to do it! This chapter was conceived, written and posted all in one day, but the idea just seemed so good I couldn't resist. Oddly enough I took what I consider to be one of the creepiest aspects of TF Prime and turned it into the main plot point. I hope this turned out well, and I hope you guys like it. This will probably be my last chapter in this fic but I can't make any promises one way or another. Please review if you feel like it, and I hope you have a great week :)_

* * *

 **Above The Rest**

 **Part II**

Shockwave had served the Decepticons for 7 vorns under his current identity. Being directly addressed by his superiors was unusual, and eventually seeing them as peers was even more unusual to the former Vehicon. No one suspected what he truly was, though he did notice that many mechs and femmes would stop and stare at him if they were seeing him for the first time. It was only logical, since he didn't look like any other Cybertronian on the planet.

He had spent the first few orns doing grunt work and fighting battles against the Autobots, as he expected he would. The Autobots never stood a chance against his upgrades and unemotional response to their attacks, and he quickly gained a reputation for his strength and ruthlessness.

After 5 vorns of service Shockwave finally got the chance to do the job he had wanted to do for most of his life. He finally got to be a scientist! Well, more specifically he was an assistant to a brilliant chemist named Mixmaster, but it was still a start to Shockwave's fruitful career.

For 2 vorns Shockwave served under Mixmaster without complaint. Mixmaster was a bit too emotional and hotheaded for Shockwave's liking, but he knew it wasn't his place to call him out on it. After all, Megatron believed Mixmaster was valuable, so therefore he must be. Megatron was, after all, the one responsible for Shockwave's existence as well as his current assignment.

On this particular orn Mixmaster was tasked with downloading the processor data from a squadron of Vehicons to determine if any useful information could be recovered from them. Mixmaster and Shockwave attached each Vehicon to the master computer and dutifully began to download the data.

"Hm...Apparently the Wreckers were the ones guarding the mine shaft," Mixmaster muttered as he looked over the video for one of the Vehicon soldiers, "It's a wonder any of our troops came back."

"Indeed, it appears this area was merely a distraction," Shockwave deduced, "That would mean the Autobots are attempting to hide something more important from us."

"Well, until we capture an Autobot prisoner we won't find out what it is," Mixmaster grumbled in dissatisfaction, "They have become even craftier since we destroyed their fortress in Tyger Pax. Obviously they are planning something big. Megatron must be informed!"

"There is nothing to inform him of," Shockwave pointed out, "We do not yet know what the Autobots are attempting to hide. My recommendation is to prioritize the capture and interrogation of an Autobot."

"Agreed," Mixmaster nodded sharply, "I will inform Commander Scrapper of our findings."

Mixmaster left the room to plan their next move with their unit commander while Shockwave stayed behind and disconnected the Vehicons from the computer's uplink cables. Each Vehicon awaited dismissal, and once they were all freed Shockwave sent them on their way. Once they were gone he continued his work as if they had never been there at all.

* * *

Three orns later an Autobot prisoner was captured. Scrapper sent him straight to Mixmaster and Shockwave for interrogation, and the Autobot of course yelled out that no one would be able to break him.

Shockwave had never interrogated a prisoner before, so he merely stood back and observed while Mixmaster showed him what to do.

"Alright Autobot, you get one chance to come out of this alive," Mixmaster barked harshly as he held a jar of steaming acidic liquid in his servo, "Where is the largest store of energon you Autobots have?"

"Get scrapped, fragger!" The Autobot snapped defiantly in return.

"Oh, _such_ a shame," Mixmaster mocked the prisoner, "Here I thought we could be friends. Oh well..."

Mixmaster then slowly poured the acid in between the knee joints of the Autobot; burning and melting the wires underneath. The Autobot screamed in agony, and Shockwave had to turn down his audio receptors for a second in order to keep them from being blown by the high frequency.

Mixmaster then took out an energon prod and held it close to the Autobot's face plate, and in a sadistic whisper said, "That was just a taste of what I can do to you. Now, tell me the location of every energon storage facility you know about. Cooperate, and your death will be quick and mostly painless."

The prisoner whimpered, but didn't even seem capable of speech anymore due to his pain and fear. Shockwave continued to watch as Mixmaster tried several tactics to get the information from the prisoner, but nothing worked. It was obvious nothing would work after the first failed attempt. It didn't seem logical that extracting information from a Cybertronian was so arduous. Torture didn't work, yet that was the tactic the Decepticons had been using for vorns. It seemed counterintuitive.

Shockwave tried to figure out how to more efficiently extract information from their future prisoners. It seemed so much easier with drones. All it took to know everything a Vehicon or Eradicon knew was an uplink into a computer. Drone processors were easily hacked and the knowledge was complete since a video feed meant not relying on a possible liar to recount their tales.

Shockwave then realized it actually _could_ be that simple. Cybertronians might be more complicated than drones, but the basic components were the same. They had processors, therefore those processors should be able to uplink with an advanced enough system. All Shockwave needed to do was invent a computer system with enough power and sophistication to handle a Cybertronian's processor. If the information they searched for was focused, then the memory required would be achievable. Yes, this could work.

As Shockwave calculated his plan the Autobot prisoner finally died of his injuries. Mixmaster was angry that he couldn't get the intel they wanted and ordered Shockwave to dispose of the body. Shockwave complied, but even as he worked he was already coming up with ideas for his new invention.

* * *

1 vorn later Shockwave informed Megatron that he had a new invention to show him that could turn the tide of the war in favor of the Decepticons. Megatron was curious and ordered Shockwave to Darkmount to unveil his latest project.

When Shockwave arrived he saw that Starscream and Soundwave were standing by their master's side, and there was a small group of Decepticons gathered as well to witness the new innovation. Shockwave was not nervous. He knew his invention operated as intended. He was sure Megatron would see the usefulness of his idea and implement it immediately.

"Shockwave, so glad you could join us," Megatron greeted him impassively; his face giving off no emotion (not that Shockwave was looking for any).

"Lord Megatron, I thank you for taking the time to see me," Shockwave replied with a formal bow of his optic, "I am here before you today to give you the first glimpse of the future of interrogation technology."

"Ooh, a new toy," Starscream purred, "I hope it works as well as the pede crusher."

"It is nothing quite so crude," Shockwave replied to Starscream's statement before stepping over to the tarp and grabbing it with his one good servo, "Behold, the future."

He then removed the tarp to reveal a large computer with many screens and dials, a medical berth, and several long thick cables leading from the computer to said berth.

"I present to you, the cortical psychic patch," Shockwave announced dispassionately, "This cable connects to the subject's medical uplink in the back of their helm. Once connected the interrogator need only sift through the subject's memories according to date in order to project a video feed of the selected memory. The subjects I have tested this on have experienced mild discomfort, and several have become catatonic after being disconnected from the device. With further modifications I can make the process virtually effortless for the subject and user-friendly for the interrogator. With the cortical psychic patch the archaic techniques of the past are now obsolete."

Starscream looked at the device with wide optics; as if at any moment it would come to life and attack them. Soundwave backed away by taking one step, but gave no further reaction than that. Several Decepticons started shaking and backing away from the insane scientist and his invasive mind-wiping device.

Shockwave noted these reactions, but didn't understand the issue. As a former Vehicon he was used to having his processor scanned to reveal every detail of his life, and therefore didn't understand the concept of mental privacy. To Shockwave it was a logical solution to a solvable problem, but to everyone else it was unethical and cruel.

"A most impressive invention Shockwave," Megatron commented from his throne, "If it works."

"If you would like a demonstration I will need a volunteer," Shockwave offered.

Naturally, no one wanted to be said _volunteer_. Megatron was determined to see if this device actually worked, however, so he stood up from his throne and walked over to his audience. He found a grunt that he considered expendable and ordered him to allow Shockwave to hook him to the cortical psychic patch. The lowly Decepticon wanted to resist, but he knew Megatron would punish him if he did, so he reluctantly agreed to test the apparatus.

Shockwave hooked the large tube into the subject's helm near his neck cables and secured him to the berth. Once restrained and connected, Shockwave turned the patch on and immediately the Decepticon attached to the machine started groaning in agitation.

The main screen was still black, so Shockwave entered a date and time into the patch to see what the soldier was doing at that moment in time. The image on the screen was one of an elderly seeker walking around an art museum and explaining the various paintings to the grunt. The audience heard the grunt call the old seeker 'grandsire', so they knew how he was related to the other Cybertronian.

"The patch went back several deca-vorns into the subject's past to reveal what they were doing at age 10 vorns," Shockwave explained, "Now, we will attempt a more recent time, namely last deca-orn."

Shockwave entered the date and time once again, and this time the screen lit up with laser fire and cannon blasts in the background while Autobots rushed toward the grunt. The Autobot's chief medic, Ratchet, was among those on the battlefield tending to the wounded, and the subject attempted to stab the medic while he wasn't looking. He was stopped by a yellow and black Autobot, but managed to escape before he was killed or captured. The scene ended when the grunt was knocked unconscious by a Wrecker.

After this Shockwave disconnected the subject, but once he was conscious the grunt started bawling and was struggling to stand.

"I'm a _monster_!" The subject wailed as he staggered to join the others, "That medic was the same age as my grandsire and I tried to _kill_ him! What have I _become_!?"

Megatron watched the display with annoyance, but then after a moment turned his attention back to Shockwave. Shockwave stood straighter next to his machine as he awaited Megatron to inspect them both.

"This, what did you call it, _cortical psychic patch_?" Megatron asked, and Shockwave nodded once, "Yes, this cortical psychic patch is promising. I will allocate any resources and assistance you might need to perfect its construction. Before long I want one of these in every Decepticon fortress and warship. Shockwave, you have proven your worth today. I see great things in your future."

"Thank you, Lord Megatron," Shockwave replied with neither humility nor haughtiness as he spoke, "What I do is for the glory of the Decepticon cause. Nothing more, and nothing less."

Megatron grinned a wicked grin, and the other Decepticons were sure that their leader had made a mistake. Shockwave had invented a device that could shred through a mech's very processor to snatch any information the wielder chose. Since most Decepticons were ambitious, they were sure Shockwave would use this device against not only them but Megatron as well.

Shockwave, however, had no such ambitions. His processor was that of a drone, and therefore only had two governing functions; logic and serving Megatron. So far he was succeeding in both of these goals quite well.

 **The End?**


	3. Chapter 3

_Author's Notes: Once again, I thought I would never come back to this story, and yet I did. Maybe I should just mark this fic forever incomplete, because every time I come up with an idea I have to write about it. It's been over a year, yet it only took one encouraging comment on AO3 to give me another idea. It's funny how life works sometimes. Anyway, this is yet another introspective chapter from our logical Vehicon-turned-Shockwave. I hope you enjoy this chapter, and please review since apparently that actually helps :)_

* * *

 **Above The Rest**

 **Part III**

 **The End?** **Apparently Not.**

As the vorns passed Shockwave was given greater scientific assignments to work on and larger laboratories to work in. Mixmaster had been fatally shot by an Autobot when Shockwave was still his assistant, and it was a logical choice for Shockwave to replace him as chief interrogator and medic for his unit.

The new job wasn't too difficult for Shockwave, though he had to note to himself that the lab sounded empty with only one mech working. He felt a strange sensation about that, but it took several orns before he could diagnose the problem. Oddly enough it was an Autobot of all people that helped Shockwave figure out what was wrong with his new lab.

The prisoner was restrained and was struggling to free himself. Shockwave gave no indication he heard the mech as he began attaching the cortical psychic patch cables to the back of his helm.

"Let me go, fraggit!" The Autobot practically spat at him as he uselessly squirmed, "I won't tell you anything. You can't make me."

Shockwave saw no reason to dignify that with a response. After all, it really didn't matter if the Autobot was feeling talkative or not. The patch would do its job and reveal the information Lord Megatron wanted to know.

"Say something, fraggit!" The Autobot demanded, but still Shockwave said nothing, "Come on, you fragging 'Con! Face me! Look at me when I'm talking to you!"

Shockwave, finished with the connections, decided to humor his captive and look at him. It wasn't logical, but at least it kept the volume down on his prisoner's vocalizer.

"How do even _stand_ it in here?" The Autobot randomly asked, "The only noise in this room is the hum of your console. I'd go crazy if I was forced to work all alone in a quiet room like this. I know 'Cons are evil, but you're still Cybertronian. Don't you get lonely in this place?"

Lonely. So that was the problem. Shockwave might have been an artificial Cybertronian, and his spark might be manufactured, but he was built with the same requirements for life as every other mech. He required energon, he required recharge, he required a purpose in life, and apparently now he could add companionship to that growing list of needs.

Shockwave allowed that to stew in the back of his processor as he flipped the switch and watched the monitor of the patch for his victim to give away all his secrets. It didn't take long. This Autobot had a weak will, despite how tough he'd acted. The codes in this mech's processor would please Lord Megatron greatly.

* * *

The next few deca-orns were spent in contemplation. Lord Megatron had given Shockwave this state of the art lab and told him to build a new weapon for the Decepticon cause. Shockwave of course was working on many weapons for his master, but his processor was still puzzled over what to do about the silence. He needed company, and he needed noise. So how was he going to get it?

His first thought had been requesting Autobot prisoners to experiment on. That would take care of two problems; Shockwave's need for test subjects and Shockwave's need for noise. At first this solution worked well as Shockwave got to discover all sorts of secrets about Cybertronian anatomy while at the same time listening to the curses and pleas of his test subjects. It was just what he needed.

There was just one problem though. Shockwave's test subjects would die when he went too far with them. He would experiment on their bodies and sparks until they finally gave out, which meant he could no longer use them and their voices no longer filled the void.

Shockwave's solution to this obstacle was to be more careful with his prisoners. He was willing to inflict pain, but he knew how far to go without killing his subjects. He also knew basic first aid to heal his victims when they needed it. Eventually they would beg for death, but Shockwave wouldn't oblige. It wasn't logical to kill his only source of companionship, even if they didn't want to be with him.

Of course Shockwave's hand was played for him when Lord Megatron became annoyed that prisoners were surviving in Shockwave's lab and draining Decepticon resources. Shockwave wasn't supposed to feed them or give them medical attention. They were supposed to be used and then die. Shockwave always obeyed his master, and this time was no different. It was times like these he missed living in communal barracks with other Vehicons. Then at least there would be chatter.

So Shockwave went back to his old lethal methods of experimentation. Lord Megatron's decision had been the logical one, but Shockwave still felt like he needed a connection; something to call his own that would keep him from this poorly defined loneliness he found was beginning to plague him.

The answer had come to him quite suddenly as he was skimming through some pillaged archives that had been recently downloaded into the Decepticon's main database. It was a dissertation all about prehistoric times prior to the great cataclysm. There were pictures of giant ferocious Predacons; all beasts of noble bearing and brutal savagery. Shockwave couldn't help but notice how powerful they were, and how rigid their hierarchy was. Apparently they lived in large packs...

That was when Shockwave realized their potential to the Decepticon cause. They would be bigger, more powerful, and more obedient than any Insecticon hive. All they had to do was imprint on Lord Megatron after birth, and the warlord would have an army of monsters at his command!

There was just one problem with this plan. Predacons were extinct. Shockwave was never one to allow trivialities to dissuade him from his goals though. He had defied his own programming to become a scientist, after all. If he wanted to make a Predacon army for Megatron, then he would make a Predacon army for Megatron. If Shockwave had a face he would've smiled. If he had fingers on both hands he would've steepled them in glee. As it was however, he could only settle for nodding his large optic to himself in resolution. He would reanimate the CNA of a Predacon.

* * *

Shockwave went to Lord Megatron with his idea to revive an army of Predacons. He made certain that he was alone with his master so that no outside force could dissuade Megatron from choosing the logical course of action. Soundwave was probably listening, but he wasn't a mech to meddle in Lord Megatron's business. Shockwave respected Soundwave for that very reason.

"A Predacon army, you say?" Megatron mused as he touched his chin with his claws, "How long do you think it will take to complete this project, Shockwave?"

"I have calculated the likelihood of success at 94.8 percent. I have yet to tabulate a time table," Shockwave replied unflinchingly.

"And they will obey me?" Megatron asked to make sure, "We are talking about ancient beasts, Shockwave. What if they rebel? What defense would we have against them?"

"I have studied Predacon hierarchy as well as their physiology," Shockwave replied, "As long as you are perceived as the dominant member of the Decepticon 'pack', then they will fight and die for you, just as I would."

Megatron assumed what Shockwave had said was flattery to get what he wanted, much like Starscream would do. Megatron merely snorted and shook his head at the toadying cyclops, unaware of how true Shockwave's statement was. He was a Vehicon, programmed from birth to serve his master. While Shockwave had developed ambitions beyond this base programming, he still could not ignore it. In a way he understood Predacons, because their processors would force them to devote themselves to their master, just as Shockwave's did.

"I will send an envoy with fossils for your experiments, and move you to a larger facility in Darkmount to conduct your research," Megatron told him, "Don't fail me, Shockwave. I'm certain you can imagine how I deal with failure in my ranks."

"I do not need to imagine it, Lord Megatron. I have seen it for myself," Shockwave replied, showing neither intimidation nor disrespect, "You will have your Predacon warriors, Lord Megatron."

* * *

It had taken 41 vorns of diligent effort before the first successful Predacon clone was brought to birth. In that time Shockwave had appeased Lord Megatron with many weapons of mass destruction and many prisoners' sparks snuffed out. Shockwave had even developed the spark extractor to avoid the grisly task of ripping out plating and wires by hand. Unlike most Decepticon officers, Shockwave did not enjoy the act of taking a life. To be fair he didn't hate it like an Autobot would, but he wasn't capable of relishing it either. Only a processor like his could create shortcut weapons like the spark extractor, because only a time saver like Shockwave would want one. The device made battle far easier and allowed him more time for study on his 'pet project'.

Once the first beast was finished Shockwave cloned several more. He had enough materials to make 70 Predacons, each one unique in its own way. Shockwave was always the first thing they saw, and Megatron's sword was always the first thing they smelled. Shockwave made certain of this. He needed the Predacons to see him as a maternal figure while viewing Megatron as the pack leader. This tactic was met with success, however the real problem became how to keep these beasts a secret from the other Decepticons. For some reason tampering with nature was frowned upon among the standard rank and file. Fortunately Megatron had a solution...

"Shockwave, I have a most important mission for the Predacons," Megatron commanded, "I am sending them to a distant planet to destroy key Autobot forces in that area. There is a large cache of energon, and a force of Autobots 5,000 strong. Can the beasts handle this task?"

"Easily, Lord Megatron," Shockwave replied, and had it been anyone else speaking it would've sounded like bragging.

"Good. I am sending them to a planet called earth," Megatron informed Shockwave, "Have them ready to go by this evening."

"As you wish, Lord Megatron," Shockwave replied before turning to leave.

Within the next few joors the Predacons had gone from crawling all over Shockwave's facility and living quarters to going through a space bridge to some unknown world filled with Autobots. Shockwave was confident that his beasts would survive, and he had microchipped each and every one to make sure his creations could be located again when the time was right. Those Autobots would stand no chance against the mighty army that Shockwave had made for his master.

As the space bridge's light died down Shockwave turned away and went back to the table in his ill-lit laboratory. He picked up a wrench and started tightening a few nuts on an invention he had been working on. All he could hear was the turning of the wrench his his own intakes softly inhaling and exhaling. After all the time he spent on Project: Predacon, Shockwave was alone again.

/Shockwave,/ Starscream abruptly interrupted with a comm signal, /My squadron has brought more prisoners than we cannot contain alone. I am bringing you three Autobots to interrogate and exterminate./

/Understood, Commander Starscream. I will expect you,/ Shockwave replied without inflection.

Shockwave then put down his wrench and picked up a cleaning cloth. He wiped away the dried energon from the operating slabs where he would interrogate the Autobots. It was illogical to clean the berths for prisoners, but they were going to be staying here for the rest of their lives, and Shockwave wanted to make everything look presentable for his guests. He just hoped they made enough noise...


	4. Chapter 4

_Author's Notes: As it turns out there are still some ideas for this storyline. Yay! I've been reading a lot of short stories lately, so I hope that influence hasn't made my chapter too abrupt. Admittedly it is a short chapter, but I think it came out okay. This chapter was a good excuse to do something the series never did, have Shockwave and Breakdown interacting :)_

* * *

 **Part IV**

As the war dragged on the Autobots' numbers dwindled. Likewise the Decepticons lost many sparks on their side, and there were fewer and fewer medical professionals left to care for the wounded. With this thought in mind Megatron sent out a call for Decepticons to work with Shockwave to learn more about Cybertronian anatomy from him.

The problem with that proposal was that it was _Shockwave_. No one wanted to work with that deranged pitiless cyclops. Those that had met him couldn't claim they actually _knew_ him, because he spoke only about his work. Rumors about Shockwave's experiments and disregard for Cybertronian dignity and life were widespread. Some thought he was sadistic, though the truth was scarier than that. Shockwave simply didn't care one way or another if someone got hurt or died in the pursuit of science.

With this information available most Decepticons wouldn't be foolish enough to try to become medics under Shockwave's watch, even if it meant not having to go into combat situations for a few vorns. Being locked in Darkmount with Megatron's pet psycho just wasn't worth it to most 'Cons.

Two Decepticons however felt it was worth it. Knockout was a new recruit that was just trying to escape the ditches of Velocitron and keep his beautifully polished body clean. Breakdown was the last survivor of the Stunticon gestalt and was suffering from PTSD. They both needed something to get them out of the trenches and into a safe quiet building. They both knew about Shockwave's reputation, but both had decided to risk it.

Shockwave for one did his best to teach his young pupils about the inner workings of the Cybertronian form. Sometimes he would use dead Vehicons to demonstrate his technique, while other times he would use live prisoners. He could see that both were disgusted by the live subjects, which he found illogical since it was literally their job to kill Autobots even before they came to him.

It was, admittedly, rather nice to have the medical students around to teach things to. Shockwave had never considered himself the professorial type, but he liked having mechs around that actually wanted to be there. It was also mildly interesting to discover that the two students had become fast friends since meeting each other, though they both still seemed to have a slight fear of him.

For the first vorn everything went smoothly, and Shockwave was pleased by both their progress as well as having two extra pairs of servos around to help do chores or fetch items he needed for research. Knockout seemed less inclined to volunteer for grunt work, though Breakdown had a humble attitude and was willing to lend a servo whenever anyone asked him.

To Shockwave it seemed that while Knockout had a better optic for detail, Breakdown had a better shot of actually becoming a true medic. He kept his helm down, followed orders, and didn't complain to his superiors. He was a perfect protege, and Shockwave was certain Megatron would be pleased with his new medic once Breakdown had completed his training.

Then one orn Shockwave's perceptions were called into question.

It had started late one night after Shockwave had dismissed his pupils and allowed them to return to their own quarters. He was going to stay up for a few more joors and finish soldering an audio wire on one of his prisoners so that he could continue to question them. Shockwave worked in silence for several breems, but then suddenly he heard a scream and pounding noises outside and decided the most logical course of action would be to investigate in case there was danger.

Shockwave made it outside the door and turned to the left where he heard the noise. He saw Breakdown holding a Vehicon by its neck cables; the purple body battered by Breakdown's hammer. Knockout was standing behind Breakdown and looked vaguely unnerved, though Shockwave wasn't sure if that emotional reading of the junior medic was accurate or not. He could however see the distress on the Vehicon's faceplate. Shockwave would know that look anywhere. He had seen it too many times before when he was a new-build. That look was one of hopeless terror.

The Vehicon pleaded for Breakdown to stop, but that only seemed to encourage the large blue brute as he slammed the Vehicon on the ground and started pounding the drone again and again with his hammer until it was nothing but a dead flattened frame and a puddle of blue energon.

"Feel better, Breakdown?" Knockout asked sarcastically, though it was clear he was a little upset by the action.

"Yeah, a little bit," Breakdown shrugged; not getting the sarcasm, "Pit, I needed that! Nothing like breaking some drones to work out the tension. I'll probably sleep better now."

"I still say you'll get in trouble," Knockout remarked, "The higher-ups don't like it when you break their toys."

"Eh, they'll never notice. It's just one Vehicon," Breakdown replied nonchalantly.

One higher-up _did_ notice however, and Shockwave could feel himself getting angry even as the duo walked down the hall to their rooms. That Vehicon had clearly done nothing to them but exist, and for that Breakdown killed it. Shockwave's only servo clenched into a fist, and he had to remind himself that action without thought was not logical in a non-combat scenario.

So, Shockwave decided, he would wait. He would think about the situation, and deal with it when his students came back to his lab in two orns. Surely by then he would know exactly what to do about Breakdown...

* * *

Two orns later Knockout and Breakdown showed up to find Shockwave wiping down a berth where their prisoner had been the previous orn. Apparently he had not survived the night, and Knockout wondered if they would have to organize 'spare parts' for Shockwave's increasing collection. He nearly purged his fuel tanks at the thought. An entire vorn of working with the cyclops and still Knockout wasn't used to Shockwave's habit of keeping old parts to be used on Decepticon soldiers later. It just felt so...disrespectful.

"You are both on time today. Good," Shockwave commented neutrally as his large red optic regarded them; its emotion impossible to know, "We have a lot of work to do today."

"Let me guess, sorting parts?" Knockout asked wryly with his arms crossed.

"No, that prisoner was released this morning," Shockwave told them.

"Released? Since when are Autobots released?" Knockout asked incredulously.

"Since they had captured Thundercracker, and Starscream pulled rank to find something of value to trade the Autobots," Shockwave explained, "I found the action illogical since it will likely lead to Starscream's termination, but I do not disobey those above my rank."

"Good idea, sir. Best to just stay out of it," Breakdown replied agreeably.

"Knockout, I will need you to pour some formula 4-J into this container and keep the heat regulated at exactly 165 degrees celsius," Shockwave instructed his apprentice, "Breakdown, you will accompany me to the supply closet."

"Yes, sir," Breakdown replied unsuspectingly.

Shockwave unlocked the closet with his keycard and waited for Breakdown to go inside. He looked at Knockout to ensure the red mech's attention was diverted, and once he was sure it was Shockwave followed Breakdown inside; locking the door behind him.

"So, what do we need for today, sir?" Breakdown asked eagerly; ready to get to work.

Shockwave pulled a large bucket off one of the shelves and turned it upside down before setting it on the floor.

"Sit," Shockwave commanded; his tone more forceful than usual.

Breakdown gulped, noticing now the harsh glow of Shockwave's optic and the stiff way in which he motioned to the bucket. Shockwave was angry, which Breakdown wasn't used to seeing, and he feared that he would never get out of this supply closet alive. When Breakdown sat down he looked up at Shockwave and noticed how the dim lights above them silhouetted Shockwave's looming form and made him look like a spark eater. Breakdown gulped again, fearing the truth in that analogy.

"Breakdown, I am going to ask you a question, and the most logical course for you is to answer me truthfully," Shockwave told Breakdown sternly, "Now, last orn I saw you kill a Vehicon. You have five breems to explain why you did that."

"Because I felt like it," Breakdown replied matter-of-factly, "They're cheap to produce and they actually put up a fight when you attack them, unlike those stupid holograms in the training room. I just needed to blow off some steam. Haven't you ever been so tense and so wired that you just needed to hit something?"

"No," Shockwave replied.

"Never?" Breakdown prodded, "Not even when Starscream says nasty things about you? Don't you need to get the anger out of your system then?"

"Starscream is an irritating yet logical mech," Shockwave replied without inflection, "He is in the position that suits him best."

"Well what about Megatron?" Breakdown questioned, "He gives you so much slagging work to do! He treats you like a sciencey slave. Doesn't that make you angry?"

"No, it is my job to serve Megatron, and I am the most logical choice for the assignments he gives me," Shockwave replied. His words would have sounded prideful coming from anyone else, but Shockwave was incapable of self esteem.

"Come on, sir! Isn't there anyone or anything that has ever made you want to kill?" Breakdown shouted.

"You are pushing me to that limit," Shockwave warned.

Breakdown gulped again and sat up straighter; trying to project an aura of obedience and competence.

"Sorry, sir," Breakdown said quickly, "It's just...ever since my brothers died, I just have all this rage inside me. When I was fighting Autobots I was okay, but I didn't have any friends in my unit. The Stunticons were hated because of how we acted in our combined form, not to mention how my brothers treated people. I wanted a fresh start, and I thought maybe saving lives would give me a sense of purpose. I still can't get rid of the rage though. I don't want to take it out on real mechs, so I take it out on drones. Drones don't count anyway, right?"

"The need for purpose and the feedback of others is an engrained need in all Cybertronians," Shockwave replied, and Breakdown was surprised Shockwave actually saw his side of things, "Your actions are not logical, and in fact are rather distasteful to me, yet I cannot justify killing you for your actions. It would be a waste of Decepticon resources, and I do not believe in waste."

"So...you're letting me go?" Breakdown asked hopefully.

Shockwave then tilted his head to the side a little, and Breakdown didn't like the way Shockwave was looking at him. He seemed calm, but also like he wanted something. Breakdown immediately conjured up an image of himself passed out on an operating table as Shockwave cut his t-cog out of his body.

"Do you intend to kill anymore Vehicons?" Shockwave asked pointedly.

"Well...I mean...Why shouldn't I?"

Breakdown immediately regretted asking, but he was just so curious as to why Shockwave cared about this. They were just drones, right? A few credits was all it cost to make one, and their average life expectancy was a couple deca-orns due to battle damage. Why did it matter if he killed a few dozen of them?

"You should not kill them for the simple reason that they are on the same side as you are," Shockwave replied as if it should be obvious, "They are Decepticons just as you are, and when Megatron claims his throne and rules Cybertron the Vehicons will enjoy the rewards of Decepticon rule just the same as you will. If you must kill something, stick to Autobots."

"Yeah, I guess…" Breakdown sighed. It was clear he still wasn't convinced.

"Breakdown, you are my best student based off the requirements of a medic," Shockwave informed him, and Breakdown knew that was no empty compliment coming from a mech like Shockwave, "You are diligent, hard working, knowledgeable, and put the needs of your patients first. I believe Megatron will be pleased with your performance, however I am not certain if you are a logical choice to become a medic."

"What?! But why not?" Breakdown exclaimed; panic rising from possibly being declared a failure.

"Because you fail to understand that Vehicons will make up a large percentage of your patients, and you fail to see the value in a Cybertronian with a manufactured spark," Shockwave told him, and Breakdown wondered if he only imagined the emotional edge in Shockwave's tone, "If you are to respect the lives of your fellow soldiers, then you must respect them _all_."

Breakdown found this hypocritical from the mad scientist before him, but Breakdown was never one to talk back to his boss. He just sat on the bucket and listened; fearing he would never be certified to work as a medic now that Shockwave had deemed him too irresponsible to even work on drones.

"Breakdown, I am going to tell you something I have never told anyone, not even Lord Megatron. If you divulge this classified information I will hunt you down and throw you into the nearest Autobot encampment. Do I make myself clear?"

Breakdown silently nodded and tried to make himself seem as small as possible. If anyone else had agreed to share their deepest secrets it would be a bonding moment for both parties involved, but Breakdown knew Shockwave wasn't the bonding type. He knew Shockwave was open about every grisly deed he had ever committed in Megatron's name, so whatever secret he felt he had to hide had to be huge. Breakdown wasn't sure he was ready for such information.

"Breakdown, I was built to be a Vehicon, warrior class," Shockwave told him as if he were discussing an equation, and Breakdown wasn't sure he heard that correctly.

"Um...huh?" Breakdown replied dumbly.

"I was once a Vehicon drone," Shockwave repeated, and Breakdown couldn't help but stare at Shockwave as if he had never seen the cyclops before.

"So that's why you look so weird," Breakdown whispered, but then cringed when he realized he said that out loud, "I mean, the cannon is a nice touch, sir. And that optic! Hoo boy, I'm surprised everyone isn't building their newsparks like that. You're uh...a real trendsetter."

"I am no such thing," Shockwave refuted, "I am a drone that rebuilt himself to become a scientist. Science as well as brute force will win this war, and I longed to contribute to it. I have proven over time that this was the logical choice, and I believe it only logical to assume that other Vehicons could also have processors capable of more than firing a weapon. Now, do you still believe it is wise to kill drones simply because of some ill-defined rage?"

"No, sir," Breakdown replied; shamefaced, "I didn't think they could think, sir. I didn't think they could... _feel_. Not like us. I mean me! Sorry, I forgot already. Heh heh..."

Shockwave didn't feel the need to reply. He merely walked back over to the door and used his keycard to unlock it. He walked out of the supply closet to check on Knockout's progress; leaving Breakdown to ponder the nature of life. Breakdown knew one thing though, he would never look at a Vehicon the same way again.


End file.
